Filed Pursuant to Rule 424(b)(3)
Registration No. 333-181339
This preliminary pricing supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. We are not using this preliminary pricing supplement or the accompanying prospectus or prospectus supplement to offer to sell these securities or to solicit offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 22, 2013
Preliminary Pricing Supplement No. 2
(To Prospectus Supplement dated May 29, 2012 and Prospectus Dated May 11, 2012)
Investors should read this Preliminary Pricing Supplement in conjunction with the Prospectus and the Prospectus Supplement.
$250,000,000 % Notes due
$250,000,000 % Notes due
| Issuer: |
Whirlpool Corporation | |
| Principal Amount: |
$250,000,000 % Notes due (the “Notes due ”) $250,000,000 % Notes due (the “Notes due ,” and together with the Notes due , the “Notes”) | |
| Interest Rate: |
Notes due : % Notes due : % | |
| Interest Payment Dates: |
Semi-annually on and of each year, beginning , 2013 | |
| Trade Date: |
February , 2013 | |
| Settlement Date: |
February , 2013 | |
| Maturity Date: |
Notes due : Notes due : | |
| Issue Price: |
Notes due : % of the principal amount Notes due : % of the principal amount | |
| Underwriters’ Discount: |
Notes due : % of the principal amount Notes due : % of the principal amount | |
| Net Proceeds to Whirlpool (after deduction of expenses and underwriting discount): |
$ | |
| Use of Proceeds: |
General corporate purposes, including the repayment of $500 million aggregate principal amount of our 5.5% Medium-term Notes that mature in March 2013 | |
| Ratio of Earnings to Fixed Charges (year ended December 31, 2012): |
3.2x | |
| CUSIP: |
Notes due : Notes due : | |
| Change of Control Provisions Applicable: |
Yes | |
| Optional Repayment: |
No | |
| Optional Redemption: |
We may, at our option, redeem the Notes in whole at any time or in part from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) as determined by the Quotation Agent (as defined in Annex A), the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes to be redeemed (not including any portion of those payments of interest accrued as of the date of redemption) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in Annex A) plus basis points in the case of the Notes due , and basis points in the case of the Notes due , plus accrued and unpaid interest to the Redemption Date. | |
| Sinking Fund: |
No | |
Joint Book-Running Managers
| BNP PARIBAS | Citigroup | |||||||
| J.P. Morgan | RBS |
Plan of Distribution
Under the terms and subject to the conditions of the Selling Agency Agreement dated February , 2013 among Whirlpool Corporation (“Whirlpool”) and BNP Paribas Securities Corp. and Citigroup Global Markets Inc. as well as under the terms of the Terms Agreement dated February , 2013 among Whirlpool and BNP Paribas Securities Corp. and Citigroup Global Markets Inc., as representatives of the underwriters named below (collectively, the “Underwriters”), the Underwriters have agreed severally to purchase and Whirlpool has agreed to sell the Notes to the Underwriters in the respective principal amounts set forth below:
| Underwriters |
Principal Amount of Notes due |
Principal Amount of Notes due |
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| BNP Paribas Securities Corp. |
$ | $ | ||||||
| Citigroup Global Markets Inc. |
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| J.P. Morgan Securities LLC |
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| RBS Securities Inc. |
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| Total |
$ | $ | ||||||
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The Underwriters are committed to take and pay for all of the Notes if any are taken.
The Underwriters have advised Whirlpool that they propose initially to offer part of the Notes directly to the public at the issue price set forth on the first page of this Preliminary Pricing Supplement.
Each Underwriter and certain of its affiliates may from time to time engage in transactions with, and perform investment banking and commercial lending and banking services for, Whirlpool and certain of its affiliates in the ordinary course of business for which they have received, or may receive, customary fees and expenses.
Annex A
For purposes of the foregoing discussions of “Optional Redemption,” the following definitions are applicable:
“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those Notes.
“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.
“Quotation Agent” means the Reference Treasury Dealer appointed by us.
“Reference Treasury Dealer” means each of any four primary U.S. Government securities dealers in the United States of America selected by us.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that Redemption Date.